EXHIBIT JJ
STOCKHOLDER AGREEMENT
AGREEMENT dated April 17, 1997, among (i) Film Holdings Co., a Delaware
corporation ("Parent"), (ii) Pioneer Electronic Corporation ("Stockholder") and
(iii) LIVE Entertainment Inc., a Delaware corporation (the "Company"). All
capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement and Plan of Merger dated April 17, 1997
by and among Parent, the Company, and Film Acquisition Co. ("Merger Sub") (the
"Merger Agreement").
W I T N E S S E T H:
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WHEREAS, the Stockholder Beneficially Owns (as defined in Section 1.01) (i)
the number of shares of common stock, par value $0.01 per share, of the Company
(the "Company Common Stock") set forth on Schedule 1 hereto and (ii) the number
of shares of Series C Preferred Stock, par value $1.00 per share, of the Company
(the "Company Series C Preferred Stock" and, collectively with the Company
Common Stock, the "Company Stock") set forth on such Schedule 1;
WHEREAS, concurrently herewith, Parent, Merger Sub, a wholly owned
Subsidiary of Parent and the Company are entering into the Merger Agreement,
pursuant to which Merger Sub will be merged with and into the Company (the
"Merger");
WHEREAS, in the Merger Agreement, Parent, Merger Sub and the Company have
agreed, subject to the terms and conditions thereof, that Merger Sub will merge
with and into the Company, with the Company being the surviving corporation in
the Merger;
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent and Merger Sub have required that the Stockholder agree, and
the Stockholder has agreed, to (i) vote its shares in accordance with, and grant
a proxy pursuant to, Article II hereof and (ii) pay to Parent the Topping Fee
(as defined below) upon the terms and subject to the conditions set forth below;
WHEREAS, prior to the date hereof, Parent and the Stockholder had no
agreement, arrangement or understanding (as defined in Section 203 of the
Delaware General Corporation Law (the "DGCL")) for the purpose of acquiring,
holding, voting or disposing of the Shares; and
WHEREAS, in consideration for the agreement of the parties contained
herein, prior to the date hereof, and prior to the time at and date on which
Parent became an "interested stockholder" for purposes of Section 203 of the
DGCL, the Board of Directors of the Company
(or the requisite members thereof, as the case may be) has (or have) (i)
approved the transaction for purposes of Paragraph B of Article SEVENTH of the
Certificate of Incorporation of the Company, (ii) taken all action necessary to
ensure that neither the transactions contemplated by this Agreement nor the
transactions contemplated by the Merger Agreement will (A) give rise to a
Distribution Date (as defined in the Rights Agreement) or (B) cause any Rights
(as defined in the Rights Agreement) to otherwise become exercisable pursuant to
the Rights Agreement and (iii) approved the Merger for purposes of Section 203
of the DGCL.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act, including pursuant to
any agreement, arrangement or understanding, whether or not in writing);
provided, however, that for all purposes of this Agreement, the Stockholder
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shall not be deemed to Beneficially Own any shares of the Company Stock subject
to options held by directors of the Company. Without duplicative counting of
the same securities by the same holder, securities Beneficially Owned by a
Person shall include securities Beneficially Owned by all other Persons with
whom such Person would constitute a "group" within the meaning of Section
13(d)(3) of the Exchange Act.
(b) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(c) "Person" shall mean an individual, corporation, partnership, joint
venture, association, trust, incorporated organization or other entity.
(d) "Rights Agreement" means the Rights Agreement dated July 19, 1990
between the Company and American Stock Transfer & Trust Company, as amended.
(e) "Shares" shall mean all shares of Company Stock currently Beneficially
Owned and held of record by the Stockholder.
(f) "Topping Fee" means, a fee payable by the Stockholder to Parent equal
to (x) fifty percent (50%) of the excess, if any, of any cash or non-cash
consideration (other than securities of LIVE or any successor corporation)
received by the Stockholder or any of its
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affiliates (other than the Company) in connection with a Topping Fee Event, over
the aggregate consideration which would have been payable to the Stockholder if,
pursuant to the Merger, the Stockholder had disposed of a proportion of each
type of Company Stock held by the Stockholder on the date hereof equal to the
proportion of each type of Company Stock held by the Stockholder (or that
portion of the assets of the Company allocable to such Company Stock, as the
case may be) that is transferred pursuant to the Topping Fee Event; provided
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that, (i) if the consideration received by the Stockholder or such affiliates
----
(other than the Company) shall be securities listed on a national securities
exchange or traded on the NASDAQ National Market ("NASDAQ"), the per share value
of such consideration shall be equal to either the closing price per share
listed on such national securities exchange or NASDAQ on the date such
transaction is consummated or, if such securities have been valued for purposes
of the transaction at an average of trading prices, then such average price
shall be used, and (ii) if the consideration received by the Stockholder or such
affiliates (other than the Company) shall be in a form other than securities,
the per share value shall be determined in good faith as of the date such
transaction is consummated by the Stockholder and Parent, or, if the Stockholder
and the Parent cannot reach agreement, by a nationally recognized investment
baking firm reasonably acceptable to the parties. In determining the fair
market value of the aggregate consideration received or to be received by the
Stockholder in connection with a Topping Fee Event, all relevant factors shall
be considered including, without limitation, the nature and timing of the
consideration to be paid and the presence of contingent consideration or of
contingent liabilities; provided, however, that in any event, if, during the 12-
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month period following the date of this Agreement, the outstanding shares of
Company Stock shall have been changed into a different number of shares or a
different class by reason of any stock dividend, subdivision, reclassification,
recapitalization, split, combination or exchange of shares, the aggregate
consideration received or to be received by Parent in connection with a Topping
Fee Event shall be correspondingly adjusted to reflect such stock dividend,
subdivision, reclassification, recapitalization, split, combination or exchange
of shares.
(g) "Topping Fee Event" means a transaction not involving Parent, its
subsidiaries or affiliates which results in (a) a direct or indirect sale or
other disposition by the Stockholder or its affiliates (other than the Company)
of shares of Company Stock, (b) a merger or consolidation of the Company or any
of its Subsidiaries with or into another Person, (c) a sale or other disposition
of all or substantially all of the assets of the Company and its Subsidiaries
(whether in one or more transactions) or (d) any other extraordinary transaction
involving the Company or any of its Subsidiaries or any of their respective
assets, in each case in which the Stockholder or any of its affiliates (other
than the Company) receives cash or non-cash consideration with respect to any of
its shares of Company Stock, provided that such sale, other disposition, merger,
consolidation or other extraordinary transaction is consummated (or a definitive
written agreement with respect thereto is entered into) within twelve (12)
months after the date of this Agreement.
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ARTICLE II
VOTING AGREEMENT
Section 2.01 Agreement to Vote Shares. At every meeting of the
stockholders of the Company called with respect to any of the following, and at
every adjournment thereof, and on every action or approval by written consent of
the stockholders of the Company with respect to any of the following, the
Stockholder shall vote all or cause to be voted the shares of Company Stock that
it Beneficially Owns on the record date of any such vote: (i) in favor of the
Merger, the adoption of the Merger Agreement and the approval of the terms
thereof and (ii) against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (1) any merger,
consolidation or other business combination involving the Company or its
Subsidiaries; (2) a sale, lease or transfer of a material amount of assets of
the Company or its Subsidiaries or a reorganization, recapitalization,
dissolution or liquidation of the Company or its Subsidiaries that under
applicable law requires the approval of the Company's stockholders; (3) (a) any
change in the majority of the board of directors of the Company; (b) any
material change in the present capitalization of the Company or any amendment of
the Company's Certificate of Incorporation that under applicable law requires
the approval of the Company's stockholders; (c) any other material change in the
Company's corporate structure or business that under applicable law requires the
approval of the Company's stockholders; or (d) any other action that under
applicable law requires the approval of the Company's stockholders which is
intended, or could reasonably be expected, to impede, interfere with, delay,
postpone, or materially adversely affect the consummation of the Merger or the
transactions contemplated by the Merger Agreement or this Agreement.
Section 2.02 Irrevocable Proxy. THE STOCKHOLDER HEREBY GRANTS TO, AND
APPOINTS PARENT AND THE PRESIDENT OF PARENT AND THE TREASURER OF PARENT, IN
THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL
HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND ANY OTHER DESIGNEE OF
PARENT, EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT
(WITH FULL POWER OF SUBSTITUTION) TO VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT
TO THE SHARES OF COMPANY STOCK BENEFICIALLY OWNED BY THE STOCKHOLDER SOLELY WITH
RESPECT TO THE MATTERS IN CLAUSES (i) and (ii) OF, AND SOLELY IN ACCORDANCE WITH
ARTICLE II HEREOF. THIS PROXY IS COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE, AND THE STOCKHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH
OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND
HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY IT WITH RESPECT TO THE SHARES OF
COMPANY STOCK BENEFICIALLY OWNED BY THE STOCKHOLDER.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent represents and warrants to the Stockholder and to the Company that:
Section 3.01 Power; Binding Agreement. Parent has all the legal capacity,
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
have been duly and validly authorized by Parent and no other corporate
proceedings on the part of Parent are necessary to authorize this Agreement.
This Agreement has been duly and validly executed and delivered by Parent and
constitutes a valid and binding obligation of Parent, enforceable against Parent
in accordance with its terms.
ARTICLE IV
COVENANTS OF THE STOCKHOLDER
Section 4.01 No Solicitation. The Stockholder shall not, directly or
indirectly, solicit (including by way of furnishing information) or respond to
any inquiries or the making of any Acquisition Proposal (as defined in the
Merger Agreement) or enter into or maintain or continue discussions or negotiate
with any Person in furtherance of such inquiries or to obtain an Acquisition
Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit
any of its officers, directors or employees or affiliates (other than the
Company) to take any such action unless such action or actions would be
permissible under Section 4.2 of the Merger Agreement if undertaken by the Board
of Directors of the Company. The Stockholder will, except as explicitly
permitted pursuant to Section 4.2 of the Merger Agreement, immediately cease and
cause to be terminated any existing activities, discussions or negotiations with
any parties conducted heretofore with respect to any of the foregoing. Nothing
contained in this Section 4.01 shall restrict or prohibit members of the Board
of Directors of the Company from complying with their fiduciary duties as
directors of the Company.
Section 4.02 Restriction on Transfer and Non-Interference. Except as
applicable in connection with the transactions contemplated by Article II
hereof, the Stockholder shall not, directly or indirectly (i) offer for sale,
sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with
respect to, or consent to the offer for sale, sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of, any or all of the Shares of
Company Stock or any interest therein or (ii) take any action that would make
any representation or warranty of the Stockholder contained herein untrue or
incorrect or have the effect of preventing or disabling the Stockholder from
performing the Stockholder's obligations under this Agreement.
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Section 4.03 Topping Fee. In the event that any Topping Fee Event shall
occur, the Stockholder shall pay to Parent any Topping Fee due to Parent in
connection with such Topping Fee Event. Payment of such Topping Fee to Parent
shall be due immediately following the consummation of the related Topping Fee
Event and, if payable in cash, shall be payable in immediately available funds
by wire transfer to an account or accounts designated in writing by Parent or,
if payable in securities or other property, in a manner designated in writing by
Parent.
Section 4.04 Further Assistance. From time to time, at the request of
Parent and without further consideration, the Stockholder shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to carry out, in the most expeditious manner
practicable, the provisions of this Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder represents and warrants to Parent that:
Section 5.01 Ownership of Shares; Voting Power. The Stockholder is the
record and Beneficial Owner of the number and type of Shares of Company Stock
shown next to such Stockholder's name on Schedule 1 hereto, and on the date
hereof, the Shares constitute all of the Shares of Company Stock owned of record
or Beneficially Owned by the Stockholder; the Stockholder has good title to all
of such Shares of Company Stock, free of all claims, liens, options, charges,
security interests or other legal or equitable rights and encumbrances (other
than any of the foregoing arising out of an action or omission of Parent) of
whatsoever nature, and with no restriction on the voting rights pertaining
thereto; and the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Article II hereof, sole
power of disposition, sole power of conversion, sole power to demand appraisal
rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Shares of Company Stock, with
no limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
Section 5.02 Power; Binding Agreement. The Stockholder has the legal
capacity, power and authority to enter into and perform all of its obligations
under this Agreement and the execution, delivery and performance of this
Agreement by the Stockholder will not violate any other agreement to which the
Stockholder is a party including, without limitation, any voting agreement,
stockholder agreement or voting trust. This Agreement has been duly and validly
executed and delivered by the Stockholder and constitutes a valid and binding
agreement of the Stockholder, enforceable against the Stockholder in accordance
with its terms. There is no beneficiary or holder of a voting trust certificate
or other interest of any
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trust of which the Stockholder is trustee whose consent is required for the
execution and delivery of this Agreement or the consummation by the Stockholder
of the transactions contemplated hereby.
Section 5.03 No Conflicts. No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by the Stockholder and the
consummation by the Stockholder of the transactions contemplated hereby and none
of the execution and delivery of this Agreement by the Stockholder, the
consummation by the Stockholder of the transactions contemplated hereby or
compliance by the Stockholder with any of the provisions hereof shall (1)
conflict with or result in any breach of any applicable organizational documents
applicable to the Stockholder, (2) result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a default (or give
rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license, contract, instrument or
obligation of any kind to which the Stockholder is a party or by which the
Stockholder or any of the Stockholder's properties or assets may be bound, or
(3) violate any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to the Stockholder or any of the Stockholder's
properties or assets.
Section 5.04 No Finder's Fees. No broker, investment banker, financial
advisor or other Person is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with this Agreement.
Section 5.05 Reliance by Parent. The Stockholder understands and
acknowledges that Parent's willingness to enter into the Merger Agreement is
subject to the Stockholder's execution and delivery of this Agreement and the
Stockholder's performance of all of its obligations hereunder.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to Parent as follows:
Section 6.01 Power; Binding Agreement. The Company has all necessary
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
have been duly and validly authorized by the Company and no other corporate
proceedings on the part of the Company are necessary to authorize this
Agreement. This Agreement has been duly and validly executed and delivered by
the Company and constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
Section 6.02 Approval by Board of Directors of the Company. The Board of
Directors of the Company (or the requisite members thereof, as the case may be)
has (or
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have), prior to the execution of this Agreement and prior to the time at and
date on which Parent became an "interested stockholder" for purposes of Section
203 of the DGCL, (i) approved the transaction for purposes of Paragraph B of
Article SEVENTH of the Certificate of Incorporation of the Company, (ii) taken
all action necessary to ensure that neither the transactions contemplated by
this Agreement nor the transactions contemplated by the Merger Agreement will
(A) give rise to a Distribution Date (as defined in the Rights Agreement) or (B)
cause any Rights (as defined in the Rights Agreement) to otherwise become
exercisable pursuant to the Rights Agreement and (iii) approved and authorized
the terms of this Agreement for purposes of Section 203 of the DGCL.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Termination. This Agreement shall terminate on and be of no
further force or effect upon the termination of the Merger Agreement for any
reason. Notwithstanding the foregoing, the provisions of Section 4.02 shall
continue to be in force and effect in the event that the Merger Agreement has
been terminated pursuant to, and in accordance with, the terms of (i) Section
7.1(b) thereof, if the failure of the Merger to be consummated is due to the
material failure of the Company to comply with any of its agreements or
covenants under the Merger Agreement, or (ii) Section 7.1(e) thereof.
Section 7.02 Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
Section 7.03 Certain Events. The Stockholder agrees that this Agreement
and the obligations hereunder shall attach to the Shares of Company Stock and
shall be binding upon any Person to which legal or Beneficial Ownership of such
Shares of Company Stock shall pass, whether by operation of law or otherwise.
Notwithstanding any transfer of Shares, the transferor shall remain liable for
the performance of all obligations under this Agreement of the transferor.
Section 7.04 Assignments. This Agreement shall not be assigned by the
Stockholder or the Company by operation of law or otherwise without the prior
written consent of Parent.
Section 7.05 Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by each of the
relevant parties hereto
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If to Stockholder: Pioneer Electronic Corporation
0-0 Xxxxxx 0-xxxxx
Xxxxxx-xx, Xxxxx 000 Xxxxx
000 00-0-0000-0000 (telephone)
011 81-3-3495-4428 (telecopier)
Attn: Xxxxxxx Xxxxxxxxxx
copy to: Pioneer North America, Inc.
0000 Xxxx 000xx Xxxxxx
Xxxx Xxxxx, XX 00000
(000) 000-0000 (telephone)
(000) 000-0000 (telecopier)
Attn: Xxxxxxx X. Xxxxxxx
and to: Xxxxx Xxxxxxx Xxxxxxx & Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (telecopier)
Attn: Xxxxx Xxxxxxx, Esq.
If to Parent: Film Holdings Co.
c/o Bain Capital, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
(000) 000-0000 (telephone)
(000) 000-0000 (telecopier)
Attn: Xxxxxxxx X. Xxxxxxx
copy to: Ropes & Xxxx
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
(000) 000-0000 (telephone)
(000) 000-0000 (telecopier)
Attn: Xxxxx X. Xxxxxx
If to Company: LIVE Entertainment Inc.
00000 Xxxxxxx Xxx
Xxxxx 000
Xxx Xxxx, XX 00000
(000) 000-0000 (telephone)
(000) 000-0000(telecopier)
Attn: Xxxxx X. Xxxxxxx
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copy to: Sidley & Austin
000 Xxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000-0000
(000) 000-0000 (telephone)
(000) 000-0000 (telecopier)
Attn: Xxxx X. Xxxxx, Esq.
or to such other address as the Person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
Section 7.06 Severability. Whenever possible, each provision or portion
of any provisions of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions or portion of any provision had never been
contained herein.
Section 7.07 Specific Performance. Each of the parties hereto recognizes
and acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
Section 7.08 Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
Section 7.09 No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its rights to exercise any such or other right, power or remedy or to
demand such compliance.
Section 7.10 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
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Section 7.11 Jurisdiction. Each party hereby irrevocable submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware or the
United States District Court of the Southern District of New York in any action,
suit or proceeding arising in connection with this Agreement, and agrees that
any such action, suit or proceeding shall be brought only in such court (and
waives any objection based on forum non convenience or any other objection to
venue therein); provided, however, that such consent to jurisdiction is solely
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for the purpose referred to in this paragraph and shall not be deemed to be a
general submission to the jurisdiction of said Courts or in the States of
Delaware or New York other than for such purposes. Each party hereto hereby
waives any right to a trial by jury in connection with any such action, suit or
proceeding.
Section 7.12 Survival of Representations and Warranties. All
representations and warranties contained herein which are made by the parties
hereto shall survive the Effective Time, the termination hereof and any
investigation at any time made by or on behalf of any party hereto.
Section 7.13 Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
Section 7.14 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, Parent, the Stockholder and the Company have caused this
Agreement to be duly executed as of the day and year first above written.
Film Holdings Co.
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title:
Pioneer Electronic Corporation
By: /s/ Masaaki Sono
-------------------------------
Name: Masaaki Sono
Title: Senior Managing Director
LIVE Entertainment Inc.
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title:
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SCHEDULE 1
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BENEFICIAL OWNERSHIP
Class Number of Shares
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Common Stock 637,844
Series C Preferred Stock 15,000
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